Refunds from Carrybacks. If Seller becomes entitled to a refund or credit of Taxes for any period for which it is liable under Section 5.2(a) to indemnify Purchaser and such Taxes are attributable solely to the carryback of losses, credits or similar items attributable to the Company and from a taxable year or period that begins after the Closing Date, Seller shall promptly pay to the Purchaser the amount of such refund or credit together with any interest thereon. In the event that any refund or credit of Taxes for which a payment has been made is subsequently reduced or disallowed, the Purchaser shall indemnify and hold harmless the Seller for any Tax liability, including interest and penalties, assessed against Seller by reason of the reduction or disallowance.
Refunds from Carrybacks. If ECA becomes entitled to a refund or credit of Taxes for any period for which it is liable under Section 11.02(a)(i) to indemnify Buyer and such Taxes are attributable solely to the carryback of losses, credits or similar items attributable to Mountaineer and from a taxable year or period that begins after the Closing Date, ECA shall promptly pay to the Buyer the amount of such refund or credit together with any interest thereon. In the event that any refund or credit of Taxes for which a payment has been made is subsequently reduced or disallowed, the Buyer shall indemnify and hold harmless ECA for any tax liability, including interest and penalties, assessed against ECA by reason of the reduction or disallowance.
Refunds from Carrybacks. If Seller becomes entitled to the amount or economic benefit of any refunds, credits or offsets in respect of Taxes for any period for which it is liable under Section 8.2(i) to indemnify Purchaser and such Taxes are attributable solely to the carryback of losses, deductions, credits or similar items attributable to the Group Subsidiaries and from a taxable year or period that begins after the Closing Date, the amount or economic benefit of any such refunds, credits or offsets in respect of Taxes shall be for the account of Purchaser. Each of Seller and Purchaser shall forward, and cause its affiliates to forward, to the party entitled pursuant to Section 8.2(i), 8.2(ii) or this Section 8.2(v) to receive the amount or economic benefit of a refund, credit or offset in respect of Taxes the amount of such refund, or the economic benefit of such credit or offset, within 30 days after such refund is received or after such credit or offset is allowed or applied against other Tax liability, as the case may be; provided, however, that any such amounts payable shall be net of any Tax cost or Tax benefit to the party making payment and its affiliates attributable to the receipt of such refund, credit or offset and/or the payments of amounts pursuant to this Section 8.2(v). In the event that any refund, credit or offset in respect of Taxes for which a payment has been made by Seller to Purchaser is subsequently reduced or disallowed, Purchaser shall indemnify and hold harmless Seller for any tax liability, including interest and penalties, assessed against Seller by reason of the reduction or disallowance.
Refunds from Carrybacks. If IMS becomes entitled to a refund or credit of Taxes for any period for which it is liable under Section 8.1(a) to indemnify TriZetto and such refund or credit is attributable solely to the carryback of losses, credits or similar items attributable to Erisco and from a taxable year or period that begins after the Closing Date, IMS shall promptly pay to TriZetto the amount of such refund or credit together with any interest thereon. In the event that any refund or credit of Taxes for which a payment has been made is subsequently reduced or disallowed, TriZetto shall indemnify and hold harmless IMS for any tax liability, including interest and penalties, assessed against IMS by reason of the reduction or disallowance.
Refunds from Carrybacks. If the Seller becomes entitled to a refund or credit of Taxes for any period for which it is liable under Section 3.3(b)(i) to indemnify the Purchaser and such Taxes are attributable solely to the carryback of losses, credits or similar items from a taxable year or period that begins after the Closing Date and attributable to the Company or any Subsidiary, the Seller shall promptly pay to the Purchaser the amount of such refund or credit together with any interest received thereon. In the event that any refund or credit of Taxes for which a payment has been made is subsequently reduced or disallowed, the Purchaser shall indemnify and hold harmless the Seller for any tax liability, including interest and penalties, assessed against the Seller by reason of the reduction or disallowance.
Refunds from Carrybacks. To the extent permissible under applicable Tax law, JUSI and Parent shall cause the Surviving Company and Rexair to make any available election to carry forward any net operating loss, credits or other items arising after the Closing Date that could otherwise be carried back to a taxable year or period of the Company or Rexair ending on or before the Closing Date in which the Company or Rexair was included in a consolidated, combined or unitary Tax Return. If JUSI becomes entitled to a refund or credit of Taxes for any period for which it is liable under Section 6.10 (a) to indemnify Parent and such refund or credit is attributable solely to the carryback of losses, credits or similar items attributable to the Surviving Corporation or Rexair and from a taxable year or period that begins after the Closing Date, JUSI shall promptly pay to Parent upon receipt (or, in the case of a credit, the first time at which such credit is available to reduce Taxes due) the amount of such refund or credit together with any interest actually received thereon. In the event that any refund or credit of Taxes for which a payment has been made is subsequently reduced or disallowed, the Surviving Corporation shall indemnify and hold JUSI harmless for any Tax liability, including interest and penalties, assessed against JUSI by reason of the reduction or disallowance.
Refunds from Carrybacks. If Seller becomes entitled to the amount or economic benefit of any refund, credit or offset of Taxes for any period for which they are liable under Section 5.1(a) to indemnify Buyer and such refund, credit or offset of Taxes are attributable to the carryback of losses, credits or similar items attributable to the Acquired Persons or any Subsidiary of the Acquired Persons for a taxable year or period that begins after the Closing Date, Seller shall promptly pay to Buyer the amount or economic benefit of any such refund, credit or offset.
Refunds from Carrybacks. If the Members become entitled to a refund or credit of Taxes for any period for which it is liable under this Section 5.09(a) to indemnify the Purchaser and such Taxes are attributable solely to the carryback of losses, credits or similar items attributable to the Company and from a taxable year or period that begins after the Closing Date, the Members shall promptly pay to the Purchaser the amount of such refund or credit together with any interest thereon. In the event that any refund or credit of Taxes for which a payment has been made is subsequently reduced or disallowed, the Purchaser shall indemnify and hold harmless the Members for any tax liability, including interest and penalties, assessed against the Members by reason of the reduction or disallowance.
Refunds from Carrybacks. If Infrant becomes entitled to a refund or credit of Taxes related to either the Pre-Closing Period or the Partial Tax Period and such Taxes are attributable solely to the carryback of losses, credits or similar items attributable to Infrant, the Holders acknowledge and agree that NETGEAR shall retain the amount of such refund or credit together with any interest thereon for the benefit of the Surviving Corporation.
Refunds from Carrybacks. Buyer agrees to waive the carryback of losses, credits, or similar items from a taxable year or period that begins after the Closing Date and attributable to HI.
